UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

________________________________________________________________

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 OR 15(d) ~~of The Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event reported): October 3, 2024~~1934

Date of Report (Date of earliest event reported): October 31, 2024

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THE AES CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware

001-12291

54-1163725

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4300 Wilson Boulevard

Arlington, Virginia 22203

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(703) 522-1315

NOT APPLICABLE

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	AES	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5 2.~~03 Amendments~~02 toResults ~~Articles~~ of ~~Incorporation~~Operations orand ~~Bylaws;~~Financial ~~Change in Fiscal Year~~Condition.

On October 3 31, 2024, ~~the~~The ~~Board~~AES ofCorporation ~~Directors~~ (“AES” or the “~~Board~~Company”) ofissued ~~The~~a ~~AES~~press ~~Corporation~~release (announcing its financial results for the ~~“Company”)~~quarter and year ended September 30, ~~after~~2024. ~~consideration~~A copy of ~~recent~~the ~~Delaware~~press ~~court~~release ~~decisions~~is being furnished as Exhibit 99.1 attached hereto and ~~management’s~~is ~~recommendation~~incorporated ofby ~~August~~reference ~~2024,~~herein. Such ~~adopted~~information ~~amendments~~is tofurnished ~~the~~pursuant ~~Company’s~~to ~~Amended~~Item 2.02 and ~~Restated~~shall ~~By-Laws~~not ~~(the~~be deemed “~~Amended~~filed” ~~and~~for ~~Restated~~any ~~By-Laws”)~~purpose, ~~effective~~including ~~immediately,~~for ~~which~~the ~~include,~~purposes ~~among~~of ~~other~~Section 18 ~~things,~~of ~~certain~~the ~~changes~~Securities toExchange ~~the~~Act ~~notice~~of ~~procedures~~1934, byas ~~which~~amended ~~stockholders~~(the ~~may~~“Exchange ~~recommend~~Act”), ~~nominees~~or ~~for~~otherwise ~~election~~subject to the ~~Board~~liabilities of that Section. ~~Specifically,~~ ~~the~~The ~~amendments~~information toin ~~the~~this ~~notice~~Current ~~procedures~~Report ~~adopted~~on byForm 8-K ~~the~~shall ~~Board~~not ~~modify~~be ~~the~~deemed ~~ownership~~incorporated ~~disclosure~~by ~~requirements,~~reference ~~including~~into ~~with~~any ~~respect~~filing tounder ~~derivative~~the ~~securities~~Securities Act of 1933, ~~and~~as ~~removed~~amended (the ~~requirement~~“Securities toAct”), ~~disclose~~or ~~certain~~the ~~interests~~Exchange ~~and~~Act ~~relationships~~regardless of ~~the~~any ~~proposing~~general ~~person(s)~~incorporation language in such filing.

The foregoing description of the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, which is filed as Exhibit 3Item 7.101 toRegulation ~~this~~FD ~~Current Report on Form 8-K and incorporated herein by reference~~Disclosure.

~~Item~~On 9October 31, 2024, AES issued a press release announcing its financial results for the quarter ended September 30, 2024, its most recent guidance and provided additional forward-looking information.~~01 Financial~~ ~~Statements~~A copy of the press release is being furnished as Exhibit 99.1 attached hereto and ~~Exhibits~~is incorporated by reference herein. Such information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

Safe Harbor Disclosure

This news release contains forward-looking statements within the meaning of the Securities Act and of the Exchange Act. Such forward-looking statements include, but are not limited to, those related to future earnings, growth, and financial and operating performance. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES’ current expectations based on reasonable assumptions. Forecasted financial information is based on certain material assumptions. These assumptions include, but are not limited to, our expectations regarding accurate projections of future interest rates, commodity price and foreign currency pricing, continued normal levels of operating performance and electricity volume at our distribution companies and operational performance at our generation businesses consistent with historical levels, as well as the execution of PPAs, conversion of our backlog and growth investments at normalized investment levels, and rates of return consistent with prior experience.

Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in AES’ filings with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the risks discussed under Item 1A “Risk Factors” and Item 7: Management’s Discussion & Analysis in AES’ 2023 Annual Report on Form 10-K and in subsequent reports filed with the SEC. Readers are encouraged to read AES’ filings to learn more about the risk factors associated with AES’ business. AES undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Any Stockholder who desires a copy of the Company’s 2023 Annual Report on Form 10-K filed February 26, 2024, or subsequent filings with the SEC, may obtain a copy (excluding the exhibits thereto) without charge by addressing a request to the Office of the Corporate Secretary, The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia 22203. Exhibits also may be requested, but a charge equal to the reproduction cost thereof will be made. A copy of the Annual Report on Form 10-K may also be obtained by visiting the Company’s website at www.aes.com.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
3.1			Amended and Restated By-Laws of The AES Corporation, dated October 3, 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No. Description

99.1 Press Release issued by The AES Corporation, dated October 31, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.

			THE AES CORPORATION
Date:	October 431, 2024	By:	/s/ Stephen Coughlin
		Name:	~~Paul~~Stephen ~~L. Freedman~~Coughlin
		Title:	Executive Vice President, ~~General Counsel~~ and ~~Corporate~~Chief ~~Secretary~~Financial Officer

EXHIBIT INDEX


Exhibit No.			Description
99.1			Press Release issued by The AES Corporation, dated October 31, 2024






101			Inline XBRL Document Set for the Cover Page from this Current Report on Form 8-K, formatted as Inline XBRL
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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